<PAGE> 1
As filed with the Securities and Exchange Commission on November 10, 1995
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HABERSHAM BANCORP
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(Exact name of Registrant as specified in its charter)
GEORGIA 58-1563165
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
HIGHWAY 441 NORTH, P.O. BOX 1980, CORNELIA, GEORGIA 30531
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(Address of principal executive offices and zip code)
NON-QUALIFIED STOCK OPTION AGREEMENTS WITH
FORMER SECURITY HOLDERS OF SECURITY BANCORP, INC.
(Full Title of the Plan)
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KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
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(Name and address of agent for service)
(404) 572-6600
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock, $1.00 43,438 $12.75 (2) $553,835 (3) $ 191.00
par value shares(1)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Representing shares to be issued and sold by the Registrant upon the
exercise of options granted under six non-qualified stock option agreements
(collectively, referred to herein as the "Agreements") between the Registrant
and six former security holders of Security Bancorp, Inc. (collectively,
referred to herein as the "Optionees"). This Registration Statement also
covers such indeterminable number of additional shares as may become issuable
to prevent dilution in the event of a stock split, stock dividend,
reclassification or other similar transaction pursuant to the terms of the
Agreements.
(2) The average of the high and low prices of the Registrant's Common Stock
as reported by the Nasdaq National Market for November 3, 1995.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
the Optionees as required by Rule 428(b)(1) promulgated under the Securities
Act of 1933, as amended (the "Securities Act").
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1994 (File No. 0-13153);
(2) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1995 (File No. 0- 13153);
(3) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1995 (File No. 0- 13153);
(4) The Registrant's Current Report on Form 8-K, date of event
reported June 30, 1995 (File No. 0-13153);
(5) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") (File No. 0-13153).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment that indicates that all securities offered hereby
have been sold or that deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws provide that directors and officers of the
Registrant will be indemnified by the Registrant against all actual expenses
and liabilities reasonably incurred in connection with service for or on behalf
of the Registrant; provided that such director or officer will not be entitled
to indemnification if (i) such director or officer is adjudged guilty of or
liable for gross negligence in the performance of his or her duties; (ii) such
director or officer is adjudged guilty of or liable for willful misconduct or
criminal acts in connection with the performance of his or her duties; and
(iii) the action or suit giving rise to the director's or officer's liability
is settled in a way not meeting the requirements set forth in the Registrant's
Bylaws. The Bylaws also provide that the right of directors and officers to
indemnification is not exclusive of any other right now possessed or hereafter
acquired under any statute, agreement or otherwise.
II-1
<PAGE> 4
The Registrant's Articles of Incorporation provide that directors of
the Registrant will not be personally liable for monetary damages to the
Registrant or its shareholders for breaches of their fiduciary duty as
directors, except for (i) any appropriation, in violation of a director's
duties, of any business opportunity of the Registrant; (ii) any acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) liability arising in connection with a director
taking the types of actions described in Section 14-2-640(c), or any successor
section thereto, of the Official Code of Georgia Annotated (pertaining to
illegal distributions to shareholders); or (iv) any transaction from which a
director derives an improper material tangible personal benefit. The
Registrant's Articles of Incorporation further provide that, should the
Official Code of Georgia Annotated be amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Registrant shall be eliminated or limited to the
fullest extent permitted by the Official Code of Georgia Annotated, as so
amended. This provision applies only to claims against a director arising out
of his or her role as a director and not in any other capacity (such as an
officer or employee of the Registrant).
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable.
II-2
<PAGE> 5
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit
No. Description
- ------- -----------
4(a) Amended and Restated Articles of Incorporation of the
Registrant (incorporated herein by reference to
Exhibit 3.1(a) to Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on April 21, 1995
(Reg. No. 33-57915)).
4(b) Bylaws, as amended, of the Registrant (incorporated
herein by reference to Exhibit 3.2 to the
Registrant's Form 10-KSB for the fiscal year ended
December 31, 1989, previously filed with the
Securities and Exchange Commission), together with an
amendment thereto (incorporated herein by reference
to Exhibit 3.2 to the Registrant's Form 10-KSB for
the fiscal year ended December 31, 1990, previously
filed with the Securities and Exchange Commission
(File No. 0-13153)).
5 Opinion of Counsel, Powell, Goldstein, Frazer &
Murphy, with respect to the securities being
registered.
10 Form of Non-Qualified Stock Option Agreement between
Security Bancorp, Inc. and each Optionee, as assumed
and amended by the Company, effective June 30, 1995.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP, independent
accountants.
24 Power of Attorney (see signature pages to this
Registration Statement).
II-3
<PAGE> 6
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
<PAGE> 7
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this the 9th day of
November, 1995.
HABERSHAM BANCORP
By: /s/ David D. Stovall
-----------------------------------------
David D. Stovall
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of David D. Stovall and Edward D.
Ariail as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or their substitutes, could lawfully do or cause to be done by
virtue hereof.
<PAGE> 9
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on November 10, 1995 by the following persons
in the capacities indicated.
/s/ Thomas A. Arrendale, Jr. Chairman of the Board and Director
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Thomas A. Arrendale, Jr.
/s/ Thomas A. Arrendale, III Vice Chairman of the Board and Director
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Thomas A. Arrendale, III
/s/ David D. Stovall President, Chief Executive Officer and
- --------------------------------- Director (principal executive, financial
David D. Stovall and accounting officer)
/s/ James Holcomb Director
- ---------------------------------
James Holcomb
Director
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James A. Stapleton, Jr.
Director
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C. Kenneth White
/s/ Calvin R. Wilbanks Director
- ---------------------------------
Calvin R. Wilbanks
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description Page No.
- --------- ----------- ------------
<S> <C>
4(a)* Amended and Restated Articles of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1(a) to Amendment No. 1 to the Registrant's
Registration Statement on Form S-4 as filed with the Securities and Exchange
Commission on April 21, 1995 (Reg. No. 33-57915)).
4(b)* Bylaws, as amended, of the Registrant (incorporated herein by reference to Exhibit
3.2 to the Registrant's Form 10-KSB for the fiscal year ended December 31, 1989,
previously filed with the Securities and Exchange Commission), together with an
amendment thereto (incorporated herein by reference to Exhibit 3.2 to the
Registrant's Form 10-KSB for the fiscal year ended December 31, 1990, previously
filed with the Securities and Exchange Commission (File No. 0-13153)).
5 Opinion of Counsel, Powell, Goldstein, Frazer & Murphy, with respect to the
securities being registered.
10 Form of Non-Qualified Stock Option Agreement between Security Bancorp, Inc. and
each Optionee, as assumed and amended by the Company, effective June 30, 1995.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP, independent accountants.
24 Power of Attorney (see signature pages to this Registration Statement).
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</TABLE>
* Indicates exhibit incorporated herein by reference to another public filing.
<PAGE> 1
November 10, 1995
Habersham Bancorp
Highway 441 North
P.O. Box 1980
Cornelia, Georgia 30531
Re: Registration Statement on Form S-8
Habersham Bancorp
Certain Non-Qualified Stock Option Agreements
Ladies and Gentlemen:
We have served as counsel for Habersham Bancorp, a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of an aggregate of 43,438 shares (the "Shares") of
common stock, $1.00 par value, of the Company, to be issued and sold by the
Company upon the exercise of options granted to six former security holders of
Security Bancorp, Inc. (collectively, referred to herein as "Optionees") of the
Company pursuant to six Non-Qualified Stock Option Agreements between the
Company and such Optionees (collectively, referred to herein as the
"Agreements").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the grants of stock options pursuant to the
Agreements as we have deemed necessary and advisable. In such examinations, we
have assumed the genuineness of all signatures on all originals and copies of
documents we have examined, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all certified,
conformed or photostatic copies. As to questions of fact material and relevant
to our opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
<PAGE> 2
Habersham Bancorp
November 10, 1995
Page 2
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares pursuant to the
exercise of options and payment therefor as provided in the
Agreements and as contemplated by the Registration Statement,
such Shares will be legally and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY
<PAGE> 1
OPTION NUMBER D -- ___ _______ SHARES
SECURITY BANCORP, INC.
DIRECTOR OPTION TO PURCHASE
SHARES OF COMMON STOCK
This certifies that, for value received, _______________ (the
"Holder") is entitled, subject to the terms and conditions hereinafter set
forth, at any time and from time to time after the date set forth hereinbelow
and before 5:00 P.M., Canton, Georgia, time, ________________ (such date being
ten years from the date of this Option, and being hereinafter referred to as
the "Exercise Termination Date"), but not thereafter, to purchase _______
shares of the Common Stock, $1.00 par value per share (the "Shares"), of
Security Bancorp, Inc. (the "Company").
The purchase price payable upon exercise of this Option shall
be $_______ per Share (the "Option Price") which is subject to adjustment upon
the occurrence of the contingencies set forth in this Option.
Upon delivery of this Option with the subscription form
attached hereto, duly executed, together with payment of the Option Price for
the Shares thereby purchased, at the principal office of the Company, or at
such other address as the Company may designate by notice in writing to the
Holder, the Holder shall be entitled to receive, and the Company shall, within
a reasonable time (not to exceed ten business days after this Option shall have
been exercised as set forth hereinabove) deliver to the Holder a certificate(s)
for the Shares containing such legends with respect to transferability as
required by applicable statutes, rules and regulations, together with a newly
executed Option containing the same date, terms and conditions of this Option
and governing the purchase of the balance remaining of the Shares purchasable
hereunder.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE UPON THE PRIVATE
PLACEMENT EXEMPTION CONTAINED IN SECTION 4(2) OF THE SECURITIES ACT OF 1933 AND
REGULATION D PROMULGATED THEREUNDER AND IN RELIANCE UPON PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973. THESE SECURITIES MAY NOT
BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL
FOR THE COMPANY, IS EXEMPT UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER FEDERAL OR STATE SECURITIES LAWS OR
IS OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS
<PAGE> 2
EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
This Option is subject to the following terms and conditions:
1. Exercise of Option. This Option, except as otherwise
provided herein, may be exercised at any time after the date set forth
hereinbelow and prior to 5:00 P.M., Canton, Georgia time on the Exercise
Termination Date, but not thereafter, in whole or in part, from time to time,
as to all or any part of the number of Shares then subject thereto.
2. Covenants of the Company. The Company covenants and
agrees as follows:
(a) all Shares issued upon the exercise of this
Option, and full payment therefor, will be duly authorized, validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with
respect to their issuance.
(b) at all times prior to the Exercise
Termination Date, the Company will have authorized and reserved a sufficient
number of Shares to provide for the exercise of this Option.
3. Adjustment of Shares and Option Price. The number of
Shares subject to issuance upon exercise of this Option and the Option Price
shall be subject to adjustment from time to time in accordance with the
following provisions:
(a) If the Company shall subdivide its
outstanding Shares into a greater number of shares or combine its outstanding
Shares into a lesser number of shares, the number of Shares subject to issuance
upon exercise of this Option (and not previously exercised) shall be adjusted
proportionately. That is, the number of Shares subject to issuance upon
exercise of this Option shall be multiplied by a fraction of which the
denominator is the number of Shares outstanding immediately prior to the
subdivision or combination and the numerator of which is the number of Shares
outstanding immediately after the subdivision or combination. Upon a
subdivision or combination of Shares, the Option Price shall be adjusted by
making the following calculation: (i) the number of Shares subject to issuance
by exercise of this Option prior to the subdivision or combination shall be
multiplied by the Option Price in effect just prior to the subdivision or
combination; and (ii) the number of Shares subject to issuance by exercise of
this Option after the subdivision or combination shall be divided into the
result of the computation in (i) above.
(b) If the Company declares and pays a dividend
upon its Shares payable in additional Shares, the number of Shares subject to
issuance upon exercise of this Option (and not
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<PAGE> 3
previously exercised) and the Option Price shall be adjusted by treating the
stock dividend as a stock split in accordance with the provisions of
subparagraph (a) above.
(c) If the Company effects any reorganization or
reclassification of its Shares (other than as provided for in subparagraph (a)
and (b) above), or any consolidation or merger of the Company with another
entity, or any sale of all or substantially all of the Company's assets which
results in shareholders becoming entitled to receive any securities or property
other than the Shares of the Company, appropriate adjustment or provision (as
determined by agreement of the Company or any successor entity and the Holder)
shall be made with respect to the rights and interests of the Holder so that
all of the provisions of this Option shall thereafter be applicable, as nearly
as may be, in relation to any securities or property thereafter deliverable
upon the exercise of this Option.
(d) No adjustment to the Option Price or the
number of Shares subject to issuance upon exercise of this Option shall be made
under any of the following circumstances: (i) the sale of any of the Company's
securities in an arms-length transaction at a price which has been approved by
the Company's Board of Directors; or (ii) the issuance or exercise of any stock
options, stock purchase warrants, or common stock issued pursuant to conversion
rights attached to any securities issued by the Company which have been
approved by the Company's Board of Directors.
(e) If any event occurs as to which the other
provisions of this Paragraph 3 are not strictly applicable, or, if strict
application would not protect the number of Shares receivable by Holder upon
exercise of this Option in accordance with the intent of these provisions, the
Company's Board of Directors shall adjust the application of these provisions
in accordance with their intent so as to reasonably protect the rights of the
Holder hereunder.
(f) The Company shall not be required to issue a
fraction of a Share upon exercise of this Option. If any fraction of a Share
would, except for the provision of this subparagraph, be issuable upon exercise
of this Option, the Company will: (i) if the fraction of a Share otherwise
issuable is equal to or less than one-half, round down and issue to the Holder
only the largest whole number of Shares to which the Holder is otherwise
entitled; or (ii) if the fraction of a Share otherwise issuable is greater than
one-half, round up and issue to the Holder one full Share in addition to the
largest whole number of Shares to which the Holder is otherwise entitled.
(g) Upon any adjustment of the Option Price and
any increase or decrease in the number of Shares issuable upon exercise of this
Option, then, and in each such case, the Company, within
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<PAGE> 4
thirty days thereafter, shall give written notice thereof to the Holder which
notice shall state the Option Price as adjusted and the increased or decreased
number of Shares, setting forth in reasonable detail the method of calculation
of each.
4. No Right as Shareholder. Nothing contained in this
Option shall be construed as conferring upon the Holder any of the rights of a
shareholder of the Company.
5. Investment Representations. The Holder, by
acceptance of this Option, hereby represents, acknowledges and agrees as
follows:
(a) that the Holder is acquiring this Option and
the Shares issuable upon exercise of this Option for his own account, for
investment purposes only and not with a view to sale or distribution thereof,
in whole or in part;
(b) that neither this Option nor the Shares
issuable upon exercise of this option have been registered under the Securities
Act of 1933, as amended, or any applicable state securities or Blue Sky laws
(collectively the "Acts");
(c) that the Holder shall not sell, transfer or
otherwise dispose of this Option (except as otherwise provided in this Option)
or the Shares issuable upon exercise of this Option, unless the Holder delivers
to the Company an opinion, addressed to the Company, by counsel selected by the
Holder and acceptable to the Company and its counsel, in form and substance
satisfactory to the Company and its counsel, to the effect that the sale,
transfer or other disposition of the Shares can be effected without
registration and in compliance with the Acts, or that exemption from the Acts
are available for such sale, transfer or other disposition. Any certificate
for the Shares issued upon exercise of this Option shall bear such legends
describing the foregoing restrictions;
(d) that the Holder has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Shares issuable upon exercise of
this Option;
(e) the Holder has been given the opportunity to
inquire of the officers and directors of the Company, as well as full and
complete access to all documents, books and records concerning the business of
the Company, its financial status, current circumstances, and future prospects
of the Company;
(f) all other relevant information regarding the
Company has been made available to the Holder as deemed necessary for the
Holder to make an informed investment decision; and
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<PAGE> 5
(g) the Holder can bear the economic risks of an
investment in the Shares issuable upon exercise of this Option as the Shares
are not freely transferable and there is not presently any public market for
the Shares of the Company.
The foregoing terms and provisions of this Paragraph 5 are
true and correct as of the date hereof, and shall be true and correct as of any
time the Holder shall exercise this Option and on the date of such purchase,
and shall survive any such purchase or the termination or expiration of this
Option.
6. Transfer Restrictions. The Holder may not transfer
this Option except by will or the laws of descent and distribution. This Option
shall not be otherwise transferable, assigned, pledged, hypothecated or
disposed of in any way, whether by operation of law or otherwise, and shall be
exercisable during the Holder's lifetime only by the Holder or his guardian or
legal representative.
7. Required Exercise or Termination. If the Company (or
its shareholders, as the case may be) shall propose to sell or exchange either
(i) all or in excess of 50% of the outstanding Shares of the Company or (ii)
all or substantially all of the assets of the Company, then the Company shall
have the right, exercisable in its sole discretion by notice to the Holder, to
require the Holder to purchase, within ten days from the date of such notice,
all or any portion of the Shares which are subject to this Option pursuant to
the other terms and conditions hereof, and this Option shall terminate as to
any balance remaining of the Shares as of the eleventh day from the date of
such notice from the Company to the Holder.
8. Miscellaneous Provisions.
(a) Any notice or communication to be given
pursuant to this Option shall be in writing and shall be delivered in person or
by certified mail, return receipt requested, in the United States Mail, postage
prepaid. Notices to the Company shall be addressed to the Company's principal
office. Notice to the Holder shall be addressed to the Holder's address as
reflected in the records of the Company. Notices shall be effective upon
delivery in person, or if mailed at midnight on the third business day after
mailing.
(b) The terms of this Option shall be binding
upon and inure to the benefit of the parties hereto and their legal
representative, any successors and permitted assigns.
(c) This Option shall be governed by and
construed in accordance with the laws of the State of Georgia.
(d) The headings contained herein are for
convenience and reference only and are not intended to define,
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<PAGE> 6
limit or describe the scope or intent of any of the provisions of this Option.
(e) In the event that any one or more of the
provisions contained in this Option shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this Option
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
(f) This Option may be amended only by an
instrument in writing executed by the party against whom enforcement of the
amendment is sought.
IN WITNESS WHEREOF, the Company has caused this Option to be
signed by its duly authorized officers and its corporate seal to be affixed
hereto this ____ day of ____________, 1995.
Security Bancorp, Inc.
By:
----------------------------------------
President
Attest:
----------------------------------------
Secretary
[CORPORATE SEAL]
Accepted and Agreed
to by the Holder:
- -------------------------------------------
- --------------------------
- 6 -
<PAGE> 7
DIRECTOR SUBSCRIPTION FORM
(To Be Executed Upon Exercise Of Option)
To: Security Bancorp, Inc.
The undersigned hereby exercises the right to purchase __________
shares of Common Stock (the "Shares") covered by the attached Option in
accordance with the terms and conditions thereof, and herewith makes full
payment of the aggregate Option Price of $__________ for such Shares. The
undersigned hereby directs that the certificate(s) for such Shares be issued in
the name of, and delivered to ______________________ whose address is
_____________________________________________. If the number of Shares so
purchased shall not be all of the Shares purchasable under such Option, a new
Option for the balance remaining of the Shares purchasable thereunder shall be
issued in the name of and delivered to the undersigned at the address shown
below.
This ____ day of __________.
-------------------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Option)
Signature Guaranteed By:
-------------------------------------------
Street Address
- --------------------------------
Commercial Bank or Member
Firm of a Stock Exchange
-------------------------------------------
City, State, Zip Code
- 7 -
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation be reference in this Registration Statement of
Habersham Bancorp on Form S-8 of our report dated January 27, 1995 appearing in
the Annual Report on Form 10-KSB of Habersham Bancorp for the year ended
December 31, 1994.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
November 7, 1995
